Memorandum Of Association And Articles Of Association Of A Company Template for United Arab Emirates

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Memorandum Of Association And Articles Of Association Of A Company

"I need a Memorandum Of Association And Articles Of Association Of A Company for a UAE-based technology startup with three international shareholders (from UK, Singapore, and India) planning to operate in Dubai Internet City from March 2025, with specific provisions for share vesting and technology IP protection."

What is a Memorandum Of Association And Articles Of Association Of A Company?

The Memorandum Of Association And Articles Of Association Of A Company is a mandatory requirement for company formation in the United Arab Emirates, prescribed by Federal Law No. 2 of 2015 (UAE Commercial Companies Law). This document serves multiple crucial purposes: it establishes the company's legal existence, defines its objectives and activities, sets out the rights and obligations of shareholders, and provides the framework for corporate governance. The document is required during the initial company registration process with the Department of Economic Development or relevant free zone authority, and continues to be relevant throughout the company's lifetime for reference in matters of corporate governance, shareholder disputes, and operational decisions. It must be drafted in both Arabic and English, and requires notarization by UAE authorities to be legally valid.

What sections should be included in a Memorandum Of Association And Articles Of Association Of A Company?

1. Parties: Details of the founding shareholders/incorporators including full names, nationalities, and passport/Emirates ID details

2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation

3. Company Name and Form: Legal name of the company in English and Arabic, and its legal form (LLC, PJSC, etc.)

4. Registered Office: Official registered address of the company in the UAE

5. Objects of the Company: Detailed description of permitted business activities

6. Duration: Term of the company's existence (typically unlimited)

7. Share Capital: Amount of authorized and issued share capital, number and types of shares

8. Share Transfer Restrictions: Rules and procedures governing the transfer of shares

9. Management Structure: Composition and powers of the board of directors/managers

10. Shareholders' Meetings: Procedures for conducting general assemblies and voting rights

11. Financial Year and Accounts: Financial year definition and requirements for maintaining accounts

12. Dividend Distribution: Rules for calculation and distribution of profits

13. Dissolution and Liquidation: Circumstances and procedures for company dissolution

What sections are optional to include in a Memorandum Of Association And Articles Of Association Of A Company?

1. Preemptive Rights: Used when shareholders want specific rights to purchase new shares before they're offered to others

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

3. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company

4. Special Share Class Rights: Required when company has multiple share classes with different rights

5. Executive Committee: Include when company needs an additional management layer below board level

6. Reserved Matters: Used when certain decisions require special majority or unanimous approval

7. Non-Competition and Confidentiality: Include when shareholders are involved in similar businesses

8. Deadlock Resolution: Important for 50-50 joint ventures or where major disputes need specific resolution mechanisms

What schedules should be included in a Memorandum Of Association And Articles Of Association Of A Company?

1. Share Capital Distribution: Detailed breakdown of shareholding structure including number of shares and percentage ownership

2. Licensed Activities: Complete list of licensed business activities with their respective codes

3. Initial Directors/Managers: List of first directors or managers with their details and powers

4. Shareholders' Contact Details: Complete contact information for all shareholders for official notices

5. Powers of Attorney: Standard form of powers of attorney for company representatives

6. Company Seal: Specimen of official company seal and signing requirements

7. Internal Policies: Basic internal policies required for company operations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Trading

Professional Services

Healthcare

Education

Construction

Hospitality

Retail

Logistics

Consulting

Energy

Media

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Corporate Affairs

Risk Management

Executive Management

Shareholder Relations

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Director

Corporate Secretary

Compliance Manager

Legal Counsel

Corporate Governance Officer

Board Director

Managing Director

Chief Operating Officer

Company Secretary

General Counsel

Shareholder Relations Manager

Risk Manager

Corporate Affairs Director

Industries
UAE Commercial Companies Law (Federal Law No. 2 of 2015): The primary legislation governing the establishment and operation of companies in the UAE, including requirements for Memorandum and Articles of Association, shareholding structures, and corporate governance
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business activities, affecting various provisions that need to be included in company formation documents
Foreign Direct Investment Law (Federal Law No. 19 of 2018): Governs foreign ownership of UAE companies and activities permitted for foreign investors, which affects shareholding provisions in the MOA
Economic Substance Regulations (Cabinet Resolution No. 31 of 2019): Requires certain UAE entities to maintain economic substance in the UAE, affecting operational commitments in company documents
Ultimate Beneficial Owner Regulations (Cabinet Resolution No. 58 of 2020): Requires disclosure and documentation of ultimate beneficial owners, affecting shareholding transparency requirements
UAE Anti-Money Laundering Law (Federal Decree Law No. 20 of 2018): Impacts provisions related to compliance, reporting requirements, and internal controls that should be reflected in company documents
UAE Bankruptcy Law (Federal Law No. 9 of 2016): Influences provisions related to company dissolution, liquidation procedures, and financial distress situations
UAE Labor Law (Federal Law No. 8 of 1980): Affects provisions related to employment matters and management structure in the Articles of Association
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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